UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2008

MANDALAY MEDIA, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
00-10039
 
22-2267658
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
2121 Avenue of the Stars, Suite 2550
Los Angeles, CA 90067
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (310) 601-2500


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 
ITEM 8.01 OTHER EVENTS.

On June 18, 2008, Mandalay Media, Inc. issued a press release announcing that the previously executed letter of intent for the acquisition of Green Screen Interactive Software, Inc. was terminated as of June 16, 2008, as the parties were unable to agree to the terms of such acquisition. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 
 
 
Exhibit No.
  
Exhibit
99.1
 
Press Release, dated June 18, 2008.
 

 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
MANDALAY MEDIA, INC.
 
 
 
 
 
 
Dated : June 19, 2008
By:   /s/ James Lefkowitz
James Lefkowitz
President